Government Licenses, Permits and Related Approvals. The Government Licenses constitute all those necessary for the normal operation and conduct of the Contributed Business as it is currently operated and conducted, except where the failure to have such Government Licenses would not reasonably be expected to have a Material Adverse Effect.
Government Licenses, Permits and Related Approvals. Exhibit J, attached hereto and made a part hereof, sets forth a list of all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities required for the conduct of the Business by the Company as currently conducted, all of which are in full force and effect.
Government Licenses, Permits and Related Approvals. (a) Except as set forth on Schedule 2.14(a), the Company owns or possesses, and is in material compliance with, all permits, licenses, franchises, certificates, approvals and other authorizations which are required under foreign, federal, state and local laws and regulations in the conduct of its business as it is presently conducted including, all FAA certificates, licenses, and approvals, EASA certificates, licenses, validations, and approvals, and any additional foreign CAA certificates, licenses, validations, and approvals necessary to carry on its business as it is now being conducted (collectively, the “Licenses and Permits”).
(b) All Licenses and Permits are listed on Schedule 2.14(b).
(c) Such Licenses and Permits are valid and in full force and effect and no loss of any of the Licenses and Permits is pending, or, to the knowledge of Seller, threatened as a result of the transactions contemplated by this Agreement or otherwise, except for normal expiration in accordance with the terms thereof.
(d) Except as set forth on Schedule 2.14(d), neither Seller nor the Company has received any written notice or claim against the Company during the past five (5) years alleging a violation of any Laws applicable to its business and to which the Company is subject.
(e) To the knowledge of Seller, no event has occurred and no circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of the Company to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any of the Licenses and Permits. Neither Seller nor the Company has received notice regarding any violation of, conflict with, failure on the part of the Company to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any of the Licenses and Permits.
(f) To the knowledge of Seller, there are no pending FAA or foreign civil aviation authority (“CAA”) enforcement actions against the Company.
Government Licenses, Permits and Related Approvals. (i) Except as described in Section 3.1(o) of the Seller Schedule, the Asset Sellers and the Transferred Subsidiaries (A) currently hold all governmental licenses, permits and authorizations, including, without limitation, all permits required under Environmental Laws necessary for the current use, occupancy and operation of the Analytical Instruments Business (the "MATERIAL PERMITS"), (B) are in compliance in all material respects with all such Material Permits and (C) have made all required filings with, or notifications to, all Governmental Authorities pursuant to applicable requirements of all laws applicable to the Analytical Instruments Business except for such failures to hold, be in compliance with or make filings or notifications that individually or in the aggregate would not have a Seller Representation Adverse Effect.
(ii) Each Material Permit is in full force and effect and no suspension or cancellation of any Material Permit has been, to the knowledge of the Company, threatened in writing except for such suspensions or cancellations as would not have a Seller Representation Adverse Effect. Except as described in Section 3.1(o) of the Seller Schedule, and except in each case for any Material Permits listed in Section 1.2(h) of the Seller Schedule , all such Material Permits (whether held by an Asset Seller or Transferred Subsidiary) will continue to be in full force and effect immediately following the Closing for the benefit of Buyer in accordance with the terms thereof as in effect immediately prior to the Closing, except to the extent that the failure to be in full force or effect will not have a Seller Representation Adverse Effect. To the knowledge of the Company, there is no proposed or contemplated change in the terms of any Material Permit which would, individually or in the aggregate, have a Seller Representation Adverse Effect.
Government Licenses, Permits and Related Approvals. Except as set forth in Schedule 4.1(l), each Seller has all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities required for the conduct of its business as presently conducted, except where the failure to have such licenses, permits, consents, approvals, authorizations, qualifications and orders would not be likely, individually or in the aggregate, to have a Material Adverse Effect.
Government Licenses, Permits and Related Approvals. The Company has each license, permit, consent, approval, authorization, qualification and order of any Governmental Authority necessary to enable it to conduct its business, except where the failure to have any such license, permit, consent, approval, authorization, qualification or order could not, individually or in the aggregate, have a Material Adverse Effect. All such licenses, permits, consents, approvals, authorizations, qualifications and orders were validly issued, are in full force and effect, and the Company is in compliance with the terms and conditions thereof, except where the failure to be in such compliance has not resulted in and could not, individually or in the aggregate, result in a Material Adverse Effect.
Government Licenses, Permits and Related Approvals. Seller has heretofore provided to Buyer a list of all Permits required for the conduct of Business by the Subsidiaries, all of which are in full force and effect and are not being violated.
Government Licenses, Permits and Related Approvals. Schedule 3.19 hereto sets forth a list of all licenses, permits, consents, approvals, authorizations, qualifications, plans (including vessel response plans) and orders of Governmental Bodies required for the operation of the Purchased Assets or the Operations by the Seller, all of which are in full force and effect.
Government Licenses, Permits and Related Approvals. Schedule 3.1(m) hereto lists each material license, permit, consent, certification, exemption, approval, authorization, qualification, order and franchise issued by any federal, state, local or foreign governmental or regulatory authority or organization used by Seller and its subsidiaries to conduct the Business as presently conducted (the "Material Permits"). Except as set forth in Schedule 3.1(m) and, to the knowledge of Seller, each item listed in Schedule 3.1(m) that constitutes an Asset or is owned or used by a Subsidiary is valid and in full force and effect, and neither Seller nor any of its subsidiaries has received any notice from any governmental authority cancelling, rescinding, materially modifying or refusing to renew any such item that constitutes an Asset or is owned or used by a Subsidiary.
Government Licenses, Permits and Related Approvals. Schedule 3.21 hereto sets forth a list of all licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities required for the conduct of business by HRSI or the Company, all of which are in full force and effect and are not being violated.
